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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Pure Bioscience, Inc. 8-K:1,2,3,9 3/22/24 12:443K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 47K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 20K 3: EX-10.1 Material Contract HTML 180K 7: R1 Cover HTML 40K 9: XML IDEA XML File -- Filing Summary XML 12K 12: XML XBRL Instance -- form8-k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.LAB XBRL Labels -- pure-20240322_lab XML 96K 6: EX-101.PRE XBRL Presentations -- pure-20240322_pre XML 64K 4: EX-101.SCH XBRL Schema -- pure-20240322 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 11: ZIP XBRL Zipped Folder -- 0001493152-24-011536-xbrl Zip 57K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i March 22, 2024
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-14468 | i 33-0530289 | ||
| (State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| i 92019 | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (619) i 596-8600
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 22, 2024, Pure Bioscience, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory notes (the “Notes”, collectively with the Note Purchase Agreement, the “Notes Documents”) with an aggregate principal balance of $500,000 (the “Private Placement”).The Notes Documents provide for subsequent closings for an aggregate offering size of $3 million in principal balance.
The Notes Documents provided that the interest to the Lender shall accrue at the rate of 7.81%, compounded annually. The Maturity Date (as defined in the Notes) of the Notes is the third-year anniversary of the date of issuance, or such earlier date as the Notes provide.
Conversion. All or any portion of the principal amount of the Note, plus accrued and unpaid interest, is convertible at any time, in whole or in part, at a Lender’s or the Company’s option, into shares of the Company’s common stock at a conversion price equal to the 30-day volume-weighted average price of the Company’s common stock as reported on the market or exchange on which the Company’s common stock is listed or quoted for trading (the “VWAP”) on the date of conversion on the last trading day prior to the date of conversion, provided that such conversion price is at least $0.13 per share and less than or equal to $0.21 per share, subject to certain customary adjustments. Additionally, at any time following March 22, 2025, the holders of a majority of the outstanding principal balance under the Notes may elect specified in writing to convert all of the Notes at a conversion price equal to the VWAP, provided that the conversion price is equal to at least $0.13 per share, subject to certain customary adjustments.
Further, in the event of certain corporate transactions, all outstanding principal and unpaid accrued interest due on such Notes shall be automatically converted into conversion shares on the trading day immediately prior to the closing date of such corporate transaction. The number of shares to be issued upon such conversion shall be based on the VWAP on the last trading day prior to the public announcement of the execution of the definitive documents with respect to such transaction.
Events of Default. The Notes Documents provide for certain events of default that are typical for a transaction of this type, including, among other things, default in the payment of principal or interest for more than 30 days, the Company’s making an assignment for the benefit of creditors, within 15 days after the commencement of bankruptcy proceedings against the Company, or breach of certain covenants described below.
Covenants. The Company will be subject to certain customary covenants regarding the current public information, reservation of adequate share reserve, and maintenance of intellectual property rights, among other customary matters.
Tom Y. Lee, a member of the Company’s Board of Directors (the “Board”) invested $500,000 in the Private Placement, through affiliates or directly. The disinterested members of the Board approved the Private Placement.
Additional Information
The form of Note and Note Purchase Agreement are attached hereto as Exhibit 4.1 and 10.1, respectively, and are incorporated herein by reference. The foregoing description of the Private Placement and the documentation related thereto does not purport to be complete and is qualified in its entirety by reference to such exhibits.
The form of Note and Note Purchase Agreement have been included to provide investors and security holders with information regarding their terms. The documents are not intended to provide any other factual information about the Company. The Notes Documents contain representations, warranties, covenants and indemnities customary for similar transactions. Such representations, warranties, covenants and indemnities are being made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, may in some cases be made solely for the allocation of risk between the parties and may be subject to limitations agreed upon by the contracting parties.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 of this Current Report to the extent required.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02 of this Current Report to the extent required. The Notes, and the shares of the Company’s common stock issuable upon conversion or in payment thereof, are being offered and sold pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof, for the sale of securities not involving a public offering.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | ||
| 4.1 | Form of Convertible Promissory Note. | ||
| 10.1 | Form of Note Purchase Agreement. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PURE BIOSCIENCE, INC. | ||
| Dated: March 27, 2024 | By: | /s/ Robert Bartlett |
| Robert Bartlett | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/22/25 | None on these Dates | |||
| Filed on: | 3/27/24 | |||
| For Period end: | 3/22/24 | |||
| List all Filings | ||||